[LETTERHEAD OF PIPER RUDNICK LLP]





August 14, 2002







APARTMENT INVESTMENT AND MANAGEMENT COMPANY

Colorado Center, Tower Two

2000 South Colorado Boulevard, Suite 2-1000

Denver, Colorado  80222



Ladies and Gentlemen:



We serve as special Maryland counsel to Apartment Investment and Management

Company, a Maryland corporation (the "Company"), in connection with the

registration under the Securities Act of 1933, as amended (the "Act"), on a

Registration Statement of the Company on Form S-4 (the "Registration Statement")

filed with the Securities and Exchange Commission (the "Commission") on June 14,

2002, of 18,053 shares (the "Shares") of Class A Common Stock, par value $.01

per share, of the Company (the "Common Stock"). This opinion is being provided

at your request in connection with the filing of the Registration Statement.



The Shares (plus such additional shares as may be issued pursuant to certain

antidilution provisions) may be issued in exchange for up to 18,053 common

limited partnership units (the "Common OP Units") of AIMCO Properties, L.P., a

Delaware limited partnership ("AIMCO OP"), tendered for exchange and

subsequently offered for sale from time to time by certain the holders thereof.

The Common OP Units will be issued in exchange for units of limited partnership

interest of VMS National Residential Portfolio I (a participant in VMS National

Properties Joint Venture) (the "VMS I Units").



In rendering the opinion expressed herein, we have reviewed originals or copies,

certified or otherwise identified to our satisfaction, of the following

documents:



                  (a) the Registration Statement,



                  (b) the Charter of the Company (the "Charter"), certified by

         the Maryland State Department of Assessments and Taxation,

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